Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 2.02.

Results of Operations and Financial Condition.

On October 29, 2018, Quantenna Communications, Inc. (the “Company”) issued a press release announcing its financial results for the third quarter of fiscal year 2018 ended September 30, 2018. In the press release, the Company also announced that it would be holding a conference call on October 29, 2018 to discuss its financial results for the third quarter of fiscal year 2018. A copy of the press release is attached hereto as Exhibit 99.1. In addition, a copy of the supplemental financial commentary and supplemental earnings presentation is attached hereto as Exhibits 99.2 and 99.3, respectively. The press release, supplementary financial commentary and supplemental earnings presentation are incorporated herein by reference.

This information is intended to be furnished under Item 2.02 and Item 9.01 of Form 8-K, “Results of Operations and Financial Condition” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

"Our strong third quarter operating results highlight the success of our Wave 3 10G product. This solution is now also designed into the flagship offering of one of the largest European broadband service providers in addition to its continued deployment by cable MSOs in North America. With strong customer engagement and positive market feedback, we also expanded our 802.11ax product family with the launch of our mainstream offering, the world’s only dual-band, 9-stream 802.11ax solution,” commented Dr. Sam Heidari, Chairman and Chief Executive Officer.

“We expect record revenue in the fourth quarter driven by continued growth across our primary product segments as we are expanding our addressable market into mainstream opportunities
that are seeking a superior Wi-Fi experience.”

Financial Summary

Three Months Ended

Nine Months Ended

September 30, 2018

October 1, 2017

% Change

September 30, 2018

October 1, 2017

% Change

Revenue

$

59,349

$

50,108

18.4%

$

157,893

$

135,084

16.9%

Gross Profit

29,490

24,517

20.3%

78,119

66,872

16.8%

Gross Margin

49.7

%

48.9

%

80 bps

49.5

%

49.5

%

—%

Net income:

GAAP

$

3,879

$

2,802

$

1,664

$

2,087

Non-GAAP

6,968

5,571

12,752

9,534

Net income per share - diluted:

GAAP

$

0.10

$

0.07

$

0.04

$

0.05

Non-GAAP

0.17

0.14

0.32

0.25

(in thousands except per share data, unaudited)

Commentary on the third quarter 2018 financial results by Company management is available at http://ir.quantenna.com/events.cfm.

Please see the note below regarding the use of non-GAAP financial measures, including a detailed reconciliation between GAAP and non-GAAP information in the tables included herein.

Third Quarter Company Highlights

•

Record revenue of $59.3 million, representing year over year growth of 18% over the third quarter of 2017 and 11% sequential growth over the second quarter of 2018.

•

Third quarter GAAP diluted EPS of $0.10 compares to $0.07 in the third quarter of 2017. Third quarter non-GAAP dilutive EPS of $0.17 compares to $0.14 in the third quarter of 2017.

•

Third quarter GAAP operating income grew 24% compared to the third quarter of 2017. Third quarter non-GAAP operating income grew 35% compared to the third quarter of 2017.

•

Third quarter cash generated from operations grew 118% compared to the third quarter of 2017. Cumulative 2018 year-to-date cash from operations grew 39% compared to 2017.

Quantenna management will host a conference call discussing the quarterly results and business outlook following this press release at 1:30 p.m. Pacific Time today. Individuals interested in listening to the conference call may do so by dialing (877) 239-5585 for domestic callers or (661) 378-9806 for international callers. Please reference Conference ID: 1795125. An audio webcast and replay will be available on the “Investor Relations” section of Quantenna’s website at http://ir.quantenna.com/events.cfm.

Non-GAAP Financial Measures

In addition to GAAP reporting, Quantenna provides information regarding net income, gross profit, gross margin, and operating expenses on a non-GAAP basis. This non-GAAP information excludes stock-based compensation expense and changes to deferred tax balances. These non-GAAP measures are used by the Company’s management for the purposes of evaluating the underlying operating performance of the Company, establishing internal budgets, comparing performance with internal forecasts and goals, strategic planning, benchmarking against other companies, to provide a more consistent basis of comparison and to enable more meaningful period to period comparisons. These non-GAAP measures are provided in addition to, and not as a substitute for, measures of financial performance prepared in accordance with GAAP. A reconciliation between GAAP and non-GAAP financial data is included in the supplemental financial tables included in this press release.

Forward-Looking Statements

This press release contains forward-looking statements based on Quantenna’s current expectations, including statements regarding Quantenna’s preliminary financial results for the third quarter ended September 30, 2018, forecasted financial results for the fourth quarter of fiscal 2018, expected future business and financial performance, growth opportunities, product technologies and customer relationships. The words "believe," "estimate," "expect," "intend," "anticipate," "plan," "project," "will" and similar phrases as they relate to Quantenna are intended to identify such forward-looking statements. These forward-looking statements reflect the current views and assumptions of Quantenna and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are the following: challenges developing new and leading edge products on a timely basis that achieve market acceptance; the complexity of the products, including integration requirements with components from other third parties that are outside of Quantenna's control; quarterly fluctuations in revenues and operating results; intense

3 of 8

market competition, including competition from other companies that are larger and have greater resources and broader product ecosystem offerings; ability to accurately predict future revenue and expenses; potential cancellation of customer orders; risks that Quantenna may not be able to maintain its historical growth or achieve similar levels of success with respect to new products; ability to attract and retain customers and service providers; dependence on a limited number of products and customers; intellectual property litigation risks; industry consolidation and risks associated with acquisitions, divestitures and strategic partnerships with respect to Quantenna as well as third parties; product liability risks; risks related to international operations, including the impact of increased tariffs and escalating trade tensions among countries on Quantenna and its customers, end customers, vendors and partners; dependence of Quantenna's customers on components from other third parties; risks that Quantenna may not be able to manage strains associated with its growth; dependence on key personnel; stock price volatility; the cyclical nature of the semiconductor industry; changes in tax and other laws affecting Quantenna’s business and operations; cyberattacks; adjustments to the preliminary financial results reported in this press release and related earnings call announcement and materials for the third quarter of 2018 in connection with completion of the final closing process and procedures and preparation of our Quarterly Report on Form 10-Q; and other factors that are detailed in the Securities and Exchange (“SEC”) filings of Quantenna, which you may obtain for free at the SEC’s website at http://www.sec.gov. Quantenna disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

About Quantenna Communications

Quantenna (Nasdaq:QTNA) is the global leader and innovator of high performance Wi-Fi solutions. Founded in 2006, Quantenna has demonstrated its leadership in Wi-Fi technologies with many industry firsts. Quantenna continues to innovate with the mission to perfect Wi-Fi by establishing benchmarks for speed, range, efficiency and reliability. Quantenna takes a multidimensional approach, from silicon and system to software, and provides total Wi-Fi solutions. For more information, visit www.quantenna.com.

4 of 8

Quantenna Communications, Inc.

Condensed Consolidated Statements of Operations

(in thousands except per share data, unaudited)

Three Months Ended

Nine Months Ended

September 30, 2018

October 1, 2017

September 30, 2018

October 1, 2017

Revenue

$

59,349

$

50,108

$

157,893

$

135,084

Cost of revenue

29,859

25,591

79,774

68,212

Gross profit

29,490

24,517

78,119

66,872

Operating expenses:

Research and development

17,783

15,011

52,468

43,699

Sales and marketing

3,833

3,363

12,307

9,553

General and administrative

4,886

3,735

13,602

11,231

Total operating expenses

26,502

22,109

78,377

64,483

Income (loss) from operations

2,988

2,408

(258

)

2,389

Interest expense

—

(103

)

—

(442

)

Other income, net

243

223

807

610

Income before income taxes

3,231

2,528

549

2,557

Benefit (provision) for income taxes

648

274

1,115

(470

)

Net income

$

3,879

$

2,802

$

1,664

$

2,087

Net income per share - basic

$

0.10

$

0.08

$

0.05

$

0.06

Net income per share - diluted

$

0.10

$

0.07

$

0.04

$

0.05

Shares used in computing net income per share:

Basic

37,070

34,734

36,476

33,907

Diluted

40,026

38,525

39,425

38,419

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Quantenna Communications, Inc.

Unaudited reconciliation of GAAP to Non-GAAP Financial Measures

(in thousands, except per share data)

Non-GAAP Income Statement Items

Three months ended September 30, 2018

Three months ended October 1, 2017

GAAP Measure

Stock-basedCompensationExpense

Income Taxes*

Non-GAAP Measure

GAAP Measure

Stock-basedCompensationExpense

Non-GAAP Measure

Revenue

$

59,349

$

59,349

$

50,108

$

50,108

Gross profit

29,490

50

29,540

24,517

38

24,555

Gross margin

49.7

%

0.1

%

49.8

%

48.9

%

0.1

%

49.0

%

Research and development

17,783

2,248

15,535

15,011

1,367

13,644

Sales and marketing

3,833

541

3,292

3,363

416

2,947

General and administrative

4,886

1,163

3,723

3,735

948

2,787

Income from operations

2,988

4,002

6,990

2,408

2,769

5,177

(Provision) benefit for income taxes

648

—

(913

)

(265

)

274

—

274

Net income

$

3,879

$

4,002

$

(913

)

$

6,968

$

2,802

$

2,769

$

5,571

Basic shares outstanding

37,070

37,070

34,734

34,734

Basic earnings per share

$

0.10

$

0.19

$

0.08

$

0.16

Diluted shares outstanding

40,026

40,026

38,525

38,525

Diluted earnings per share

$

0.10

$

0.17

$

0.07

$

0.14

Non-GAAP Income Statement Items

Nine months ended September 30, 2018

Nine months ended October 1, 2017

GAAP Measure

Stock-basedCompensationExpense

Income Taxes*

Non-GAAP Measure

GAAP Measure

Stock-basedCompensationExpense

Non-GAAP Measure

Revenue

$

157,893

$

157,893

$

135,084

$

135,084

Gross profit

78,119

146

78,265

66,872

123

66,995

Gross margin

49.5

%

0.1

%

49.6

%

49.5

%

0.1

%

49.6

%

Research and development

52,468

7,170

45,298

43,699

3,986

39,713

Sales and marketing

12,307

2,118

10,189

9,553

1,179

8,374

General and administrative

13,602

3,489

10,113

11,231

2,159

9,072

Income (loss) from operations

(258

)

12,923

12,665

2,389

7,447

9,836

(Provision) benefit for income taxes

1,115

—

(1,835

)

(720

)

(470

)

—

(470

)

Net income (loss)

$

1,664

$

12,923

$

(1,835

)

$

12,752

$

2,087

$

7,447

$

9,534

Basic shares outstanding

36,476

36,476

33,907

33,907

Basic earnings per share

$

0.05

$

0.35

$

0.06

$

0.28

Diluted shares outstanding

39,425

39,425

38,419

38,419

Diluted earnings per share

$

0.04

$

0.32

$

0.05

$

0.25

*Income tax adjustment relating to change in US Federal and State deferred tax assets.

Quantenna Communications, Inc.

Unaudited Forward-Looking Statements Regarding Business Outlook

Business Outlook

Three Months Ended December 30, 2018

Low

High

Estimated GAAP diluted earnings per share

$

0.08

$

0.10

Estimated stock compensation expense

$

(0.10

)

(0.10

)

Estimated Non-GAAP diluted earnings per share

$

0.18

$

0.20

6 of 8

Quantenna Communications, Inc.

Condensed Consolidated Balance Sheets

(in thousands, unaudited)

September 30, 2018

December 31, 2017

Assets

Current assets

Cash and cash equivalents

$

34,559

$

24,432

Marketable securities

97,471

94,195

Accounts receivable

20,081

26,786

Inventory

21,578

12,662

Prepaid expenses and other current assets

6,512

2,744

Total current assets

180,201

160,819

Deferred tax assets

37,443

35,422

Property and equipment, net

13,418

12,511

Intangible and other assets, net

3,571

3,952

Total assets

$

234,633

$

212,704

Liabilities and Stockholders’ Equity

Current liabilities

Accounts payable

$

10,255

$

3,754

Accrued liabilities and other current liabilities

23,220

21,065

Long-term debt, current portion

—

3,943

Total current liabilities

33,475

28,762

Other long-term liabilities

2,670

3,339

Total liabilities

36,145

32,101

Stockholders’ equity

Common stock

3

3

Additional paid-in capital

324,931

308,023

Accumulated other comprehensive loss

(894

)

(207

)

Accumulated deficit

(125,552

)

(127,216

)

Total stockholders’ equity

198,488

180,603

Total liabilities and stockholders’ equity

$

234,633

$

212,704

7 of 8

Quantenna Communications, Inc.

Condensed Consolidated Cash Flows

(in thousands, unaudited)

Nine Months Ended

September 30, 2018

October 1, 2017

Cash flows from operating activities

Net income

$

1,664

$

2,087

Adjustments to reconcile net income to net cash provided by operating activities:

Quantenna Communications, Inc. Non-GAAP Financial Measures In addition to GAAP reporting, Quantenna provides information regarding net income, gross profit, gross margin, and operating expenses on a non-GAAP basis. This non-GAAP information excludes stock-based compensation expense and changes to deferred tax balances. These non-GAAP measures are used by the Company’s management for the purposes of evaluating the underlying operating performance of the Company, establishing internal budgets, comparing performance with internal forecasts and goals, strategic planning, benchmarking against other companies, to provide a more consistent basis of comparison and to enable more meaningful period to period comparisons. These non-GAAP measures are provided in addition to, and not as a substitute for, measures of financial performance prepared in accordance with GAAP. A reconciliation between GAAP and non-GAAP financial data is included in the supplemental financial tables included in this financial commentary. Forward-Looking Statements This press release contains forward-looking statements based on Quantenna’s current expectations, including statements regarding Quantenna’s preliminary financial results for the third quarter ended September 30, 2018, forecasted financial results for the fourth quarter of fiscal 2018, expected future business and financial performance, growth opportunities, product technologies and customer relationships. The words "believe," "estimate," "expect," "intend," "anticipate," "plan," "project," "will" and similar phrases as they relate to Quantenna are intended to identify such forward-looking statements. These forward-looking statements reflect the current views and assumptions of Quantenna and are subject to various risks and uncertainties that could cause actual results to differ materially from expectations. Among the factors that could cause actual results to differ materially from those in the forward-looking statements are the following: challenges developing new and leading edge products on a timely basis that achieve market acceptance; the complexity of the products, including integration requirements with components from other third parties that are outside of Quantenna’s control; quarterly fluctuations in revenues and operating results; intense market competition, including competition from other companies that are larger and have greater resources and broader product ecosystem offerings; ability to accurately predict future revenue and expenses; potential cancellation of customer orders; risks that Quantenna may not be able to maintain its historical growth or achieve similar levels of success with respect to new products; ability to attract and retain customers and service providers; dependence on a limited number of products and customers; intellectual property litigation risks; industry consolidation and risks associated with acquisitions, divestitures and strategic partnerships with respect to Quantenna as well as third parties; product liability risks; risks related to international operations, including the impact of increased tariffs and escalating trade tensions among countries on Quantenna and its customers, end customers, vendors and partners; dependence of Quantenna’s customers on components from other third parties; risks that Quantenna may not be able to manage strains associated with its growth; dependence on key personnel; stock price volatility; the cyclical nature of the semiconductor industry; changes in tax and other laws affecting Quantenna’s business and operations; cyberattacks; adjustments to the preliminary financial results reported in this press release and related earnings call announcement and materials for the third quarter of 2018 in connection with completion of the final closing process and procedures and preparation of our Quarterly Report on Form 10-Q; and other factors that are detailed in the Securities and Exchange (“SEC”) filings of Quantenna, which you may obtain for free at the SEC’s website at http://www.sec.gov. Quantenna disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. About Quantenna Communications Quantenna (Nasdaq:QTNA) is the global leader and innovator of high performance Wi-Fi solutions. Founded in 2006, Quantenna has demonstrated its leadership in Wi-Fi technologies with many industry firsts. Quantenna continues to innovate with the mission to perfect consumer’s Wi-Fi experience by establishing benchmarks for speed, range, efficiency and reliability. Quantenna takes a multidimensional approach, from silicon to system and software, to provide total Wi-Fi network solutions. For more information, visit www.quantenna.com. October 29, 2018 Quantenna Q3 2018 Financial Results Page 4 of 4

Safe Harbor and Non-GAAP Financial Measures This presentation contains “forward-looking” statements that are based on our beliefs and assumptions and on information currently available to us. Forward-looking statements include information concerning our possible or assumed future results of operations, business strategies, product development plans, competitive position, potential growth opportunities, use of proceeds and the effects of competition. Forward-looking statements include all statements that are not historical facts and can be identified by terms such as “anticipate,” “believe,” “could,” “seek,” “estimate,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” or similar expressions and the negatives of those terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by the forward-looking statements. These risks, uncertainties and other factors include, but are not limited to, the risk factors listed in our 10-K filed on February 28, 2018 and subsequent 10-Q filings. Forward-looking statements represent our beliefs and assumptions only as of the date of this presentation. Except as required by law, we assume no obligation to update these forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. This presentation includes certain non-GAAP financial measures as defined by the SEC rules. We have provided a reconciliation of those measures to the most directly comparable GAAP measures, which is available in the appendix to this presentation. 2

Company Highlights Pioneer in both 8x8 and 4x4 advanced MIMO technology High-performance Wi-Fi leader Trendsetter and influencer within IEEE 802.11 standards body Proven execution & innovation Land and expand within each product generation yields rapid across four generations of solutions revenue growth with less incremental selling expense Over 1,700 man years of R&D and IP development Sustainable advantage & multiple Demonstrated leadership in 8x8 10G Wave 3, with nationwide barriers to entry deployment underway at scale Long product lifecycles and sticky Service provider positioning in Wi-Fi is unmatched design wins Over 90% follow-on design success with existing sockets Demonstrated initial success with Service provider telco opened up satellite opportunity >> current multiple growth drivers opportunity is cable MSO >> future is retail and enterprise Drove a 45% CAGR in revenue over last five years Attractive financial model with Generated cash from operations for the last two fiscal years significant operating leverage Strong gross margin profile of ~50% 3